<PAGE>
                                  EXHIBIT 99.1
                                  RISK FACTORS

WE WILL NOT GENERATE ANY SIGNIFICANT AMOUNTS OF REVENUE UNTIL, AT THE EARLIEST,
THE COMPLETION OF A BUSINESS COMBINATION.

         We have had no significant revenues (other than interest income) since
1992 and we will not achieve any revenues (other than interest income) until, at
the earliest, we acquire or participate in a business opportunity. Our business
plan is to use our limited resources to search for, investigate, and acquire or
participate in a business opportunity. A business opportunity will be selected
by our board of directors (the "Board"), and the Board may select an opportunity
without approval of our stockholders. Accordingly, stockholders may be unable to
determine our future activities and may have no opportunity to analyze the
merits of any business opportunity we may acquire.

WE HAVE A LIMITED AMOUNT OF CAPITAL FOR USE IN LOCATING, INVESTIGATING AND
ACQUIRING A BUSINESS OPPORTUNITY, WHICH WILL PREVENT US FROM ACQUIRING A
BUSINESS OPPORTUNITY THAT HAS CAPITAL REQUIREMENTS GREATER THAN OUR RESOURCES.

         As of August 31, 2001, we had cash and cash equivalents in the amount
of $5,799, which is not adequate to permit us to undertake an elaborate or
extensive search for business opportunities. This limited capital will prevent
us from participating in any business opportunity that requires immediate
substantial additional capital and may make it difficult or impossible for us to
locate a business opportunity.

WE MAY ISSUE A SUBSTANTIAL NUMBER OF ADDITIONAL SHARES IN THE FUTURE, WHICH
COULD SIGNIFICANTLY DILUTE THE OWNERSHIP INTEREST OF CURRENT STOCKHOLDERS.

         It is likely that we would acquire an interest in a business
opportunity by issuing shares of our common stock or preferred stock, or a
combination of common and preferred stock. It is also likely that we would issue
a controlling interest to the stockholders of the acquired company, in which
event the ownership interest of our current stockholders would be substantially
diluted.

WE ARE SUBJECT TO INTENSE COMPETITION.

         We expect to encounter substantial competition in our efforts to locate
a business opportunity. The primary competition for desirable investments comes
from investment bankers, business development companies, venture capital
partnerships and corporations, venture capital affiliates of large industrial
and financial companies, small business investment companies, and wealthy
individuals. Most of these entities have significantly greater experience,
resources, and managerial capabilities than we do, and are in a better position
than we are to obtain access to attractive business opportunities.

OUR OFFICERS AND DIRECTORS MAY HAVE A CONFLICT OF INTEREST ALLOCATING MANAGEMENT
TIME AND OPPORTUNITIES, WHICH MAY BE TO THE DETRIMENT OF OUR STOCKHOLDERS.

         Our officers and directors are not required to commit their full time
to our affairs, which may result in conflicts of interest in allocating
management time between our operations and other businesses. Such conflicts may
not be resolved in the best interest of our stockholders. In addition, certain
of our officers and directors are involved with other companies which have a
business purpose similar to ours. As a result, conflicts of interest may arise
in the future. Although we believe that we will generally be able to resolve
conflicts on an equitable basis, it is possible that potential conflicts may not
be resolved in our favor in all cases.

WE HAVE NO RECENT HISTORY OF SIGNIFICANT OPERATIONS AND STOCKHOLDERS ARE UNABLE
TO EFFECTIVELY EVALUATE US FOR INVESTMENT PURPOSES BECAUSE WE HAVE NOT YET
SELECTED A PARTICULAR INDUSTRY OR BUSINESS OPPORTUNITY.


<PAGE>


         We have had no significant operations or revenues from operations since
we emerged from bankruptcy in 1994. We face all of the risks inherent in any new
business, together with those risks specifically inherent in the search for and
acquisition of business opportunities.

THERE IS NO MARKET FOR OUR COMMON STOCK AND THERE CAN BE NO ASSURANCE THAT A
MARKET WILL DEVELOP IN THE FUTURE.

         Our common stock has never been traded on an exchange, and is no longer
traded on the Pink Sheets. This makes it more difficult for our stockholders to
buy or sell their common stock, or to determine the value of their stock.